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A NON-PROFIT CORPORATION
ARTICLE I - NAME, PURPOSE AND TYPE
1. The name of this corporation is the SOUTHSIDE/St Theresa Neighborhood Association, Inc. "Association" shall mean and refer to the SOUTHSIDE/St Theresa Neighborhood Association, Inc.
2. The purpose of the SOUTHSIDE/St Theresa Neighborhood Association is a non-profit corporation and is empowered to act in any manner permitted under Chapter 55A of the General Statues of the State of North Carolina, and permitted a non-profit corporation organized under Section 501(c) (3) of the Internal Revenue Code for educational and charitable purposes. Nothing in these Bylaws shall conflict with the above-referenced Statue and Code. No assets of the Association shall benefit any member, except that compensation may be given to reimburse a member for expenses incurred for the Association.
ARTICLE II - MEMBERSHIP
1. There shall be two classes of membership in the Association: Voting Members and Non-voting Members.
A. Voting Membership shall be defined as adult residents of the Southside/St Theresa Neighborhood who support the purposes of the Association and have paid annual dues. Each Voting Member shall have the right to a voice and one vote on all matters properly put before the Membership of the Association.
B. Non-voting Membership shall include adult residents of the Southside/St Theresa Neighborhood who have not paid annual dues, and those persons who do not reside in the Southside/St Theresa Neighborhood, but who have paid annual dues. Each Non-voting Member shall have the right to a voice on all matters properly put before the Membership of the Association.
2. Dues shall be established by the Board of Directors and approved by the Membership of the Association at the Annual Meeting.
3. The boundaries of the Association are as follows:
A. bounded on the North by Lakewood Avenue,
B. bounded on the East and South by the American Tobacco Trail,
C. and bounded on the West by South Roxboro Street,
ARTICLE III - BOARD OF DIRECTORS
1. The Association shall be governed by a Board of Directors who shall be elected by the Voting Membership at the Annual Meeting for two-year staggered terms.
2. The Membership shall elect a total of nine (9) members of the Board. Initially, five members shall be elected for a one year term and four for a two year term. Thereafter, five directors shall be elected in each odd-numbered year, and four shall be elected in each even-numbered year.
3. To be eligible for election to the Board of Directors, an individual must be a Voting Member of the Association.
4. Board meetings are open to any Member of the Association. Members may bring agenda items before the Board for consideration.
5. One more than one-half of the members of the Board shall constitute a quorum for doing business at Board meetings. If consensus of the Board cannot be reached, a majority vote of those present and those voting by written proxy shall be required for Board decisions.
6. Each Board Member shall be entitled to one vote. Written proxy votes by an absent Board Member on each particular issue are allowed.
7. The powers and duties of the Board of Directors shall include:
A. The appointment of persons and organizations to serve the Association, and the establishment and direction of committees, including the Nominating Committee, between Annual Meetings.
B. The filling of vacancies on the Board of Directors or in any Office between Annual Meetings.
C. The interpretation of the Bylaws.
D. The approval of all official correspondence.
E. The establishment of dues and a budget for approval by the Membership at the Annual Meeting, and the approval of non-budgeted expenditures.
8. All decisions and actions taken by the Board shall be reported to the Members at the next Membership Meeting following such decisions or actions.
ARTICLE IV – OFFICERS
1. The Officers of the Association shall consist of a President, a Vice President/President-Elect, a Treasurer, a Secretary, and a Youth Liaison. Officers shall be elected by the Voting Membership at the Annual Meeting, except that after the initial election, the President’s position will be automatically filled by the old President-Elect. All Officers shall be elected from members of the Board of Directors and shall serve two-year terms.
2. The President shall preside at all meetings of the Association and Board of Directors, and perform such duties as directed by the Board.
3. The Vice President/President-elect shall perform all duties as directed by the President or Board, and is the presiding officer in the absence of the President.
4. The Treasurer shall be responsible for all funds of the Association. All bills shall be paid by the Treasurer, and all receipts shall be delivered to him/her. The Treasurer shall provide regular reports to the Board/Membership.
5. The Secretary shall maintain all records of the Association, shall keep the minutes of the Membership and Board Meetings and official correspondence, and shall give any other required service.
6. The Youth Liaison shall act as a spokesperson for the youth and see to the involvement and inclusion of youth in every aspect of the Association.
ARTICLE V - MEMBERSHIP MEETINGS
1. The Annual Meeting of the Membership of the Association shall be held during the Spring of each year on the day, hour and place as designated by the Board of Directors.
2. Election of the Board of Directors, Officers, amendment of the Bylaws, establishment of committees, appointment of committee Chairpersons, approval of dues and the budget, and any other business which is properly put before the Membership shall be conducted at the Annual Meeting.
3. Special Meetings of the Membership for any purpose may be called by the President or, in his/her absence, by the Vice President. Special Meetings shall also be called upon written request of ten (10) Voting Members.
4. Written notice of the Annual Meeting or any Special Membership Meeting stating the day, time, place and purpose shall be delivered to each Member at least ten (10) days prior to the Meeting.
5. Regular Meetings of the Association may be scheduled by the Membership at the Annual Meeting. Subsequent notice thereof shall not be required.
6. The quorum shall consist of those Voting Members present for each Meeting. Each Voting Member shall be entitled to one (1) vote and decisions shall be made by consensus or simple majority.
7. All Membership Meetings shall be open to any person.
ARTICLE VI - FISCAL YEAR
The fiscal year of the Association begins on the first day of January in each year, except the first fiscal year shall begin at the date of incorporation.
ARTICLE VII - AMENDMENTS
These Bylaws may be amended by a simple majority of the Membership at an Annual or Special Meeting. Bylaw changes must be recommended by a majority of the Board.
ARTICLE VIII - DISSOLUTION
In the event that the Association must be dissolved, all assets shall be distributed to a non-profit tax-exempt organization approved by a majority of the Membership at a meeting called at the time of dissolution.
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